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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
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PINKERTON'S, INC.
(Name of Subject Company)
SECURITAS AB
SECURITAS ACQUISITION CORP.
(Bidders)
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Common Stock, Par Value $0.001 Per Share (and Associated Purchase Rights)
(Title of Class of Securities)
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723429 10 6
(CUSIP Number of Class of Securities)
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Mr. Thomas Berglund
Securitas AB
Securitas Acquisition Corp.
70 Lindhagensplan, P.O. Box 12307
S-102 28 Stockholm, Sweden
Telephone: 46 8 657 74 00
(Name, Address and Telephone Number of Person
authorized to Receive Notices and Communications
on Behalf of the Bidder)
With a copy to:
Steven J. Gartner, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York 10019-6099
Telephone: (212) 728-8000
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This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule 14D (as amended, the "Statement") filed with the Securities and
Exchange Commission on February 26, 1999 by Securitas AB, a Swedish corporation
("Securitas"), and Securitas Acquisition Corp., a Delaware corporation and an
indirect wholly owned subsidiary of Securitas ("Purchaser"), relating to the
offer by Purchaser to purchase all of the outstanding shares of common stock,
par value $0.001 per share (the "Company Common Stock"), including the
associated rights to purchase Series A Junior Participating Preferred Stock (the
"Rights" and, together with the Company Common Stock, the "Shares"), of
Pinkerton's, Inc., a Delaware corporation, at $29.00 per Share, net to the
seller in cash, without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated February 26, 1999 (the "Offer to
Purchase"), a copy of which is attached to the Statement as Exhibit (a)(1), and
in the related Letter of Transmittal, a copy of which is attached to the
Statement as Exhibit (a)(2) (which, as amended or supplemented from time to
time, together constitute the "Offer").
The Statement is also a Statement on Schedule 13D of Securitas and
Purchaser. This Amendment No. 1 also constitutes Amendment No. 1 to such
Schedule 13D.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Offer to
Purchase.
ITEM 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) is hereby amended and supplemented
by the following:
Early termination of the waiting period under the HSR Act with respect to
the Offer and the Merger was granted effective as of March 10, 1999.
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SIGNATURE
After due inquiry and to the best of its knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: March 11, 1999
SECURITAS ACQUISITION CORP.
By: /s/ Hakan Winberg
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Name: Hakan Winberg
Title: Vice President
SECURITAS AB
By: /s/ Hakan Winberg
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Name: Hakan Winberg
Title: Executive Vice President
and Chief Financial Officer
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